**Exhibit 4.5****SHAREHOLDER RIGHTS PLAN AGREEMENT****BETWEEN****OSI GEOSPATIAL INC.****AND****COMPUTERSHARE INVESTOR SERVICES INC.****DATED AS OF APRIL 19, 2001****AS AMENDED AND RESTATED AS OF MARCH 19, 2007**
 

 
**TABLE OF CONTENTS**     **ARTICLE 1 INTERPRETATION**  **2**1.1 Certain Definitions  21.2 Currency  111.3 Number and Gender  111.4 Sections and Headings  111.5 Statutory References  121.6 Determination of Percentage Ownership  121.7 Acting Jointly or in Concert  121.8 Generally Accepted Accounting Principles  12     **ARTICLE 2 THE RIGHTS**  **13**2.1 Legend on Common Share Certificates  132.2 Initial Exercise Price; Exercise of Rights; Detachment of Rights  132.3 Adjustments to Exercise Price; Number of Rights  162.4 Date on Which Exercise is Effective  202.5 Execution, Authentication, Delivery and Dating of Rights Certificates  202.6 Registration, Transfer and Exchange  212.7 Mutilated, Lost, Stolen and Destroyed Rights Certificates  212.8 Persons Deemed Owners  222.9 Delivery and Cancellation of Certificates  222.10 Agreement of Rights Holders  22     **ARTICLE 3 ADJUSTMENTS TO THE RIGHTS**  **23**3.1 Flip-in Event  233.2 Fiduciary Duties of the Board of Directors of the Corporation  24     **ARTICLE 4 THE RIGHTS AGENT**  **25**4.1 General  254.2 Merger, Amalgamation, Consolidation or Change of Name of Rights Agent  254.3 Duties of Rights Agent  264.4 Change of Rights Agent  27     **ARTICLE 5 MISCELLANEOUS**  **28**5.1 Redemption, Waiver and Termination  285.2 Expiration  295.3 Issuance of New Rights Certificates  295.4 Supplements and Amendments  295.5 Fractional Rights and Fractional Shares  315.6 Rights of Action  315.7 Holder of Rights Not Deemed a Shareholder  315.8 Notice of Proposed Actions  325.9 Notices  325.10 Costs of Enforcement  325.11 Regulatory Approvals  325.12 Declaration as to Non-Canadian and Non-U.S. Holders  335.13 Successors  335.14 Benefits of this Agreement  335.15 Shareholder Review  335.16 Determination and Actions by the Board of Directors  335.17 Governing Law  335.18 Language  345.19 Counterparts  345.20 Severability  34
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     5.21 Effective Date  345.22 Time of the Essence  34     EXHIBIT A         FORM OF RIGHTS CERTIFICATE  A-1  FORM OF ELECTION TO EXERCISE  A-3  FORM OF ASSIGNMENT  A-5
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**SHAREHOLDER RIGHTS PLAN AGREEMENT****THIS AGREEMENT**dated as of March 19, 2007BETWEEN: ** **** ****OSI GEOSPATIAL INC.**    (the “Corporation”)OF THE FIRST PARTAND: ** **** ****COMPUTERSHARE INVESTOR SERVICES INC.**    (the “Rights Agent”)OF THE SECOND PART**WHEREAS:**A. The Corporation adopted a shareholder rights plan dated April 19, 2001 (the “2001 RightsPlan”). B. On April 22, 2004, the shareholders of the Corporation voted in favour of the continuedexistence of the 2001 Rights Plan until the close of business on April 19, 2007. C. The Corporation has changed its name and its authorized share capital. D. The Corporation’s governing corporate legislation has changed. E. The Corporation wishes to extend the term of the 2001 Rights Plan until March 19, 2010; F. The Board of Directors, in the exercise of its fiduciary duties, has determined that it isadvisable to amend the 2001 Rights Plan and to adopt an amended and restated shareholderrights plan to among other things, extend the term of the rights plan until March 19, 2010(the “Rights Plan”) to ensure, to the extent possible, that all shareholders of theCorporation are treated fairly in connection with any takeover offer for the Corporation orother acquisition of control of the Corporation. G. In order to implement the Rights Plan, the Board of Directors has: (a) authorized and declared a distribution of one right (a “Right”) effective atthe Close of Business at the Record Time in respect of each Common Share and eachConvertible Security that carries a right to elect directors (a “Voting ConvertibleShare”) outstanding at the Close of Business at the Record Time;  (b) authorized the issuance of one Right in respect of each Common Share and eachVoting Convertible Share issued after the Record Time and prior to the earlier of theSeparation Time and the Expiration Time; and
 

 
 (c) authorized the issuance of Rights Certificates to holders of Rights pursuant tothe terms and subject to the conditions set forth herein.H. Each Right entitles the holder thereof, after the Separation Time, to purchase securities ofthe Corporation pursuant to the terms and subject to the conditions set forth herein. I. The Corporation desires to appoint the Rights Agent to act on behalf of the Corporation, andthe Rights Agent is willing to so act, in connection with the issuance, transfer, exchange andreplacement of Rights Certificates, the exercise of Rights and other matters referred toherein.**NOW THEREFORE**in consideration of the premises and respective agreements set forth herein, theparties hereby agree as follows:**ARTICLE 1 INTERPRETATION****1.1** **Certain Definitions**For the purposes of this Agreement, including the recitals hereto, the following terms have themeanings indicated: (a) “Acquiring Person” means any Person who is at any time after the datehereof the Beneficial Owner of 20% or more of the outstanding Voting Shares of theCorporation; provided, however, that the term “Acquiring Person” shall not include: (i) the Corporation or any corporation controlled by theCorporation;  (ii) any Person who becomes the Beneficial Owner of 20% or more ofthe outstanding Voting Shares as a result of one or any combination of: A. a Voting Share Reduction;  B. a Permitted Bid Acquisition;  C. an Exempt Acquisition;  D. a Pro Rata Acquisition; or  E. a Convertible Security Acquisition.    provided, however, that if a Person shall become the BeneficialOwner of 20% or more of the outstanding Voting Shares by reason ofone or any combination of a Voting Share Reduction, a Permitted BidAcquisition, an Exempt Acquisition or a Pro Rata Acquisition, andthereafter becomes the Beneficial Owner of an additional one percent of the Voting Shares then outstanding (otherwise than pursuantto a Voting Share Reduction, a Permitted Bid Acquisition, an ExemptAcquisition or a Pro Rata Acquisition), then, as of the date thatsuch Person becomes a Beneficial Owner of such additional VotingShares, such Person shall become an “Acquiring Person"' (iii) for the period of 10 days after the Disqualification Date (ashereinafter defined), any Person who becomes the Beneficial Owner of 20% ormore of the outstanding Voting Shares as a result of such Person becomingdisqualified from relying on subclause 1.1(d)(v) hereof where suchdisqualification results solely because such Person is making or has announceda current intention to make a Take-over Bid, either alone or by
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   acting jointly or in concert with any other Person. For the purposes ofthis definition, “Disqualification Date” means the first date ofpublic announcement that such Person is making or has announced a currentintention to make a Take-over Bid, alone or by acting jointly or in concertwith another Person; or (iv) an underwriter that becomes the Beneficial Owner of 20% ormore of the Voting Shares in connection with a distribution of securitiespursuant to an underwriting agreement with the Corporation. (b) “Affiliate”, when used to indicate a relationship with a specifiedPerson, means a Person that directly or indirectly controls, or is controlled by, oris under common control with, such specified Person,  (c) “Associate” means**,**when used to indicate a relationship with aspecified Person: (i) a corporation of which that Person Beneficially Owns shares orsecurities currently convertible into shares carrying more than 10% of thevoting rights exercisable with respect to the election of directors under allcircumstances or by reason of the occurrence of an event that has occurred andis continuing, or a currently exercisable option or right to purchase suchshares or such convertible securities;  (ii) a partner of that Person;  (iii) a trust or estate in which that Person has a substantialbeneficial interest or in respect of which he serves as a trustee or in asimilar capacity provided, however, that a Person shall not be an Associate ofa trust by reason only of the fact that such Person serves as trustee or in asimilar capacity in relation to such trust if such person is duly licensed tocarry on the business of a trust company under the laws of Canada or anyprovince thereof or if a substantial portion of the ordinary business of suchPerson is the management of investment funds for unaffiliated investors andsuch Person acts as trustee or in a similar capacity in relation to such trustin the ordinary course of such business;  (iv) a spouse of that Person or any Person of the opposite sex withwhom that Person is living in a conjugal relationship outside marriage or achild of that Person; and  (v) a relative of a Person mentioned in Clause 1.1(c)(iv) if thatrelative has the same residence as that Person; (d) A Person shall be deemed the “Beneficial Owner” of, and to have“Beneficial Ownership” of, and to “Beneficially Own”: (i) any securities of which such Person or any of such Person’sAffiliates or Associates is owner at law or in equity;  (ii) any securities which the Person or any of such Person’sAffiliates or Associates has the right to acquire, within 60 days (whethersuch right is exercisable immediately or after the passage of not more than 60days thereafter or upon the occurrence of a contingency or the making of apayment) pursuant to any Convertible Security, agreement, arrangement, pledgeor understanding, whether or not in writing (other than (A) customaryagreements with and between underwriters and/or banking group and/or
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   selling group members with respect to a distribution of securities and (B)pledges of securities in the ordinary course of the pledgee’s business);and (iii) any securities that are Beneficially Owned within the meaningof clauses (i) or (ii) of this Subsection 1.1(b) by any other Person withwhich such Person is acting jointly or in concert;    provided, however, that a Person shall not be deemed the “Beneficial Owner”of, or to have “Beneficial Ownership” of, or to “Beneficially Own”, anysecurity:  (iv) because such security has been deposited or tendered pursuantto a Take-over Bid made by such Person or any of such Person’s Affiliates orAssociates or any other person acting jointly or in concert with such Personuntil the earlier of such tendered security being (A) accepted unconditionallyfor payment or exchange and (B) taken up and paid for;  (v) because (A) such Person or any of the Affiliates or Associatesof such Person or any other Person acting jointly or in concert with suchPerson, holds such security provided that the ordinary business of any suchPerson (the “Fund Manager”) includes the management of investmentfunds for others and such security is held by the Fund Manager in the ordinarycourse of such business in the performance of such Fund Manager’s duties forthe account of any other Person ( a “Client”), (B) such Person (the“Trust Company”) is licensed to carry on the business of a trustcompany under applicable laws and, as such, acts as trustee or administratoror in a similar capacity in relation to the estates of deceased or incompetentPersons ( each an “Estate Account”) or in relation to other accounts (each an “Other Account”) and holds such security in the ordinarycourse of such duties for such Estate Accounts or for such Other Accounts, (C)such Person (the “Administrator”) is the administrator or the trusteeof one or more pension funds or plans (a “Plan”) registered under thelaws of Canada or any province thereof or the laws of the United States ofAmerica or any state thereof, (D) such Person (the “Crown Agent”) isestablished by statute for purposes that include, and the ordinary business oractivity of such Person includes, the management of investment funds foremployee benefit plans, pension plans, insurance plans, or various publicbodies, or (E) such Person is a Plan; provided, however, that in any of theforegoing cases the Fund Manager, the Trust Company, the Plan Administrator,the Crown Agent or the Plan, as the case may be, is not then making or has notthen announced an intention to make a Take-over Bid, alone or by actingjointly or in concert with any other Person, other than an Offer to AcquireVoting Shares or other securities (X) pursuant to a distribution by theCorporation or (Y) by means of a Permitted Bid, or (Z) by means of markettransactions made in the ordinary course of the business of such Person(including pre-arranged trades entered into the ordinary course of business ofsuch Person) executed through the facilities of a stock exchange or organizedover-the-counter market;  (vi) because such Person is a Client of the same Fund Manager asanother Person on whose account the Fund Manager holds such security, orbecause such Person is an Estate Account or an Other Account of the same TrustCompany as another Person on whose account the Trust Company holds suchsecurity, or because such Person is a Plan with the same Plan Administrator asanother Plan on whose account the Plan Administrator holds such securities;
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 (vii) because such Person is a Client of a Fund Manager and suchsecurity is owned at law or in equity by the Fund Manager or because suchPerson is an Estate Account or an Other Account of a Trust Company and suchsecurity is owned at law or in equity by the Trust Company or such Person is aPlan and such security is owned at law or in equity by the Plan Administrator;or  (viii) because such Person is the registered holder of securities as a result ofcarrying on the business of or acting as a nominee of a securities depositary.For purposes of this Agreement in determining the percentage of the outstanding Voting Shares withrespect to which a Person is or is deemed to be the Beneficial Owner, any unissued Voting Shares asto which such Person is deemed the Beneficial Owner pursuant to this Subsection 1.1(d) shall bedeemed outstanding. (e) “BCBCA” means the *Business Corporations Act*(British Columbia), S.B.C.2002, C.57 as amended, and the regulations thereunder, and any comparable or successorlaws or regulations thereto.  (f) “Board of Directors” means the board of directors of the Corporationor any duly constituted and empowered committee thereof.  (g) “Business Day” means any day, other than a Saturday or Sunday or a dayon which banking institutions in the City of Vancouver are authorized or obligated bylaw to close.  (h) “Canadian Dollar Equivalent” of any amount which is expressed inUnited States dollars means on any day the Canadian dollar equivalent of such amountdetermined by reference to the Canadian-U.S. Exchange Rate in effect on such date.  (i) “Close of Business” on any given date shall mean the time on such date(or, if such date is not a Business Day, the time on the next Business Day) at whichthe principal office of the transfer agent for the Common Shares in Vancouver, BritishColumbia (or after the Separation Time, the principal office of the Rights Agent inVancouver, British Columbia) is closed to the public.  (j) “Closing Price” per security of any securities on any date ofdetermination means: (i) the closing board lot sale price or, if such price is notavailable, the average of the closing bid and asked prices, for suchsecurities as reported by the stock exchange or national securities quotationsystem on which such securities are listed or admitted to trading (providedthat, if at the date of determination such securities are listed or admittedto trading on more than one stock exchange or national securities quotationsystem, such price or prices shall be determined based on the stock exchangeor quotation system on which such securities are then listed or admitted totrading on which the largest number of such securities were traded during themost recently completed calendar year); or  (ii) if for any reason none of such prices is available on such dayor the securities are not listed or admitted to trading on a stock exchange ora national securities quotation system, the last sale price, or in case nosale takes place on such date, the average of the high bid and low askedprices for each of such securities in the over-the-counter market;   provided, however, that (A) if for any reason none of such prices are available onsuch date, the “Closing Price” per security of such securities on such date shallmean
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   the fair value per security of the securities on such date as determined by anationally or internationally recognized investment dealer or investment banker withrespect to the fair value per security of such securities and (B) if the ClosingPrice so determined is expressed in United States dollars, such amount shall beconverted to the Canadian Dollar Equivalent. (k) “Common Shares” means the common shares in the share capital of theCorporation and for the purposes of paragraph 2.1, all Convertible Securities in thecapital of the Corporation that are entitled to vote generally on the election ofdirectors of the Corporation as presently constituted, as such shares may besubdivided, consolidated, reclassified or otherwise changed from time to time, and“common shares” when used with reference to any Person other than the Corporationmeans the class or classes of shares (or similar equity interest) with the greatestper share voting power entitled to vote generally in the election of all directors ofsuch other Person or the equity securities or other equity interest having power(whether or not exercised) to control or direct the management of such other Personor, if such other Person is a corporation controlled by another Person, the Person(other than an individual) which ultimately controls such first mentioned otherPerson.  (l) “Competing Permitted Bid” means a Take-over Bid that: (i) is made after a Permitted Bid has been made and prior to theexpiry of the Permitted Bid;  (ii) satisfies all components of the definition of a Permitted Bidother than the requirement in Clause (ii)(A)(x) thereof; and  (iii) contains, and the take-up and payment for securities tenderedor deposited is subject to, irrevocable and unqualified provisions that noVoting Shares shall be taken up or paid for pursuant to the Takeover Bid priorto the Close of Business on a date that is no earlier than the later of: (i)35 days after the date of the Take-over Bid, and (ii) the 60th dayafter the earliest date on which any other Permitted Bid that is then inexistence was made. (m) “controlled” a body corporate is “controlled” by another Person if andonly if: (i) securities entitled to vote in the election of directorscarrying more than 50% of the votes for the election of directors are held,directly or indirectly, by or for the benefit of the other Person; and  (ii) the votes carried by such securities are entitled, ifexercised, to elect a majority of the board of directors of such bodycorporate;   and “controls”, “controlling” and “under common control”;shall be interpreted accordingly.  (n) “Convertible Security” means, with respect to any security, a securityconvertible into or exchangeable for the first-mentioned security.  (o) “Convertible Security Acquisition” means the acquisition of VotingShares from the Corporation upon the exercise or pursuant to the terms and conditionsof any Convertible Securities acquired by a person pursuant to a Permitted BidAcquisition, an Exempt Acquisition or a Pro Rata Acquisition.  (p) “Co-Rights Agents” shall have the meaning ascribed thereto inSubsection 4.1(a).
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 (q) “Disposition Date” has the meaning ascribed thereto in Subsection5.1(b).  (r) “Disqualification Date” has the meaning ascribed thereto in Clause 1.1(a)(iii) hereof.  (s) “Effective Date” means the later of the Close of Business on: (i) May25, 2007 and (ii) the date of the Corporation being advised by counsel that allappropriate regulatory approvals have been obtained by the Corporation.  (t) “Election to Exercise” has the meaning ascribed thereto in Subsection2.2(d).  (u) “Exempt Acquisition” means an acquisition of Voting Shares: (i) ashare acquisition in respect of which the Board of Directors has waived theapplication of Section 3.1 pursuant to Subsection 5.1(b), 5.1(d) or 5.1(e); (ii) whichwas made on or prior to the date of this Agreement; and (iii) by way of privateplacement or other distribution exempt from the prospectus requirements of applicablelaw and which was approved by the Board of Directors.  (v) “Exercise Price” means, as of any date, the price at which a holder ofa Right may purchase the securities issuable upon exercise of one whole Right and,until adjustment thereof in accordance with the terms hereof, the Exercise Price shallbe $30.00.  (w) “Expansion Factor” has the meaning ascribed thereto in subclause2.3(b)(iv)(A)(1).  (x) “Expiration Time” means the earlier of (i) the Termination Time; and(ii) the Close of Business on the date on which the first annual meeting ofshareholders of the Corporation following the third anniversary of the date of thisAgreement is held; provided, however, that if the resolution referred to in Section5.15 is approved by the Independent Shareholders in accordance with Section 5.15 at orprior to such annual meeting, “Expiration Time” means the earlier of (i) theTermination Time; and (ii) the Close of Business on the sixth anniversary of the dateof this Agreement.  (y) “Fiduciary” means a trust company registered under the trust companylegislation of Canada or any province thereof, a trust company organized under thelaws of any state of the United States, a portfolio manager registered under thesecurities legislation of one or more provinces of Canada or an investment adviserregistered under the United States *Investment Advisers Act of*1940 or any othersecurities legislation of the United States or any state, of the United States.  (z) “Flip-in Event” means a transaction or event in or pursuant to whichany Person becomes an Acquiring Person.  (aa) “holder” shall have the meaning ascribed thereto in Section 2.8.  (bb) “Independent Shareholders” means holders of outstanding Voting Shares,other than Voting Shares Beneficially Owned by (i) any Acquiring Person; (ii) anyOfferor other than a Person who at the relevant time is deemed not to Beneficially Ownsuch Voting Shares by reason of Clause 1.1(d)(v) hereof; (iii) any Person actingjointly or in concert with such Acquiring Person or Offeror referred to in (ii); (iv)any Associate or Affiliate of such Acquiring Person or Offeror referred to in (ii);and (v) any employee benefit plan, deferred profit sharing plan and any similar planor trust for the benefit of employees of the Corporation unless the beneficiaries ofthe plan or trust direct the manner in which the Voting Shares are to be voted orwithheld from voting or direct whether the Voting Shares are to be tendered to aTake-over Bid.
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 (cc) “Market Price” per security of any securities on any date ofdetermination shall mean the average of the daily Closing Prices per security of suchsecurities on each of the 20 consecutive Trading Days through and including theTrading Day immediately preceding such date of determination; provided, however, thatif an event of a type analogous to any of the events described in Section 2.3 hereofshall have caused any Closing Price used to determine the Market Price on any TradingDay not to be fully comparable with the Closing Price on the Trading Day immediatelypreceding such date of determination, each such Closing Price so used shall beappropriately adjusted in a manner analogous to the applicable adjustment provided forin Section 2.3 hereof in order to make it fully comparable with the Closing Price onthe Trading Day immediately preceding such date of determination.  (dd) “Nominee” has the meaning ascribed thereto in Subsection 2.2(c).  (ee) “Offer to Acquire” shall include: (i) an offer to purchase or a solicitation of an offer to sellVoting Shares, or a public announcement of an intention to make such an offeror solicitation; and  (ii) an acceptance of an offer to sell Voting Shares, whether ornot such offer to sell has been solicited;   or any combination thereof, and the Person accepting an offer to sell shall bedeemed to be making an Offer to Acquire to the Person that made the offer to sell.  (ff) “Offerer” means a Person who has announced a current intention tomake, or who is making, a Take-over Bid.  (gg) “Offerer’s Securities” means the Voting Shares Beneficially Owned onthe date of a Take-over Bid by an Offerer.  (hh) “Permitted Bid” means a Take-over Bid made by way of a Take-over Bidcircular which also complies with the following additional provisions: (i) the Take-over Bid is made to all holders of record of VotingShares wherever resident as registered on the books of the Corporation, otherthan the Offerer;  (ii) the Take-over Bid contains, and the take-up and payment forsecurities tendered or deposited thereunder is subject to irrevocable andunqualified conditions that: A. no Voting Shares shall be taken up or paid forpursuant to the Take-over Bid (x) prior to the Close of Business on adate which is not less than 60 days following the date of theTake-over Bid and (y) unless, at the Close of Business on that date,the Voting Shares deposited or tendered pursuant to the Take-over Bidand not withdrawn constitute more than 50% of the Voting Sharesoutstanding which are held by Independent Shareholders;  B. unless the Take-over Bid is withdrawn, VotingShares may be deposited pursuant to such Take-over Bid at any timeprior to the Close of Business on the date of the first take-up of orpayment for Voting Shares;
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 C. any Voting Shares deposited pursuant to theTake-over Bid may be withdrawn until taken up and paid for; and  D. in the event that the requirement set forth insubclause (A)(y) of this clause 1.1(ag)(ii) is satisfied, the Offerorwill make a public announcement of that fact and the Take-over Bidwill remain open for deposits and tenders of Voting Shares for notless than 10 Business Days from the date of such public announcement.   For purposes of this Agreement, (A) should a Take-over Bid which qualified as aPermitted Bid when made cease to be a Permitted Bid because it ceases to meet any orall of the requirements mentioned above prior to the time it expires (after givingeffect to any extension) or is withdrawn, any acquisition of Voting Shares madepursuant to such Take-over Bid shall not be a Permitted Bid Acquisition and (B) theterm “Permitted Bid” shall include a Competing Permitted Bid.  (ii) “Permitted Bid Acquisition” means an acquisition of Voting Shares madepursuant to a Permitted Bid or a Competing Permitted Bid.  (jj) “Person” includes any individual, firm, partnership, association,trust, trustee, executor, administrator, legal personal representative, government,governmental body or authority, corporation, or other incorporated or unincorporatedorganization, syndicate or other entity.  (kk) “Pro Rata Acquisition” means an acquisition by a Person of VotingShares pursuant to (i) any dividend reinvestment plan or share purchase plan of theCorporation made available to all holders of Voting Shares (other than holdersresident in any jurisdiction where participation in any such plan is restricted orimpractical as a result of applicable law), (ii) a stock dividend, a stock split orother event pursuant to which such Person becomes the Beneficial Owner of VotingShares on the same pro rata basis as all other holders of Voting Shares of the sameclass or series, (iii) the acquisition or exercise of rights to purchase Voting Sharesdistributed to all holders of Voting Shares (other than holders resident in anyjurisdiction where such distribution is restricted or impractical as a result ofapplicable law) by the Corporation pursuant to a rights offering (but only if suchrights are acquired directly from the Corporation) or (iv) a distribution of VotingShares or Convertible Securities in respect thereof offered pursuant to a prospectusor by way of a private placement or a conversion or exchange of any such ConvertibleSecurity, provided such Person does not thereby acquire a greater percentage of VotingShares or Convertible Securities so offered than the Person’s percentage of VotingShares Beneficially Owned immediately prior to such acquisition.  (ll) “Record Time” means the Close of Business on the Effective Date.  (mm) “Redemption Price” shall have the meaning attributed thereto in Subsection 5.1(a).  (nn) “Regular Periodic Cash Dividend” means cash dividends paid on theCommon Shares at regular intervals in any fiscal year of the Corporation to the extentthat such cash dividends do not exceed in the aggregate in any fiscal year, on a pershare basis, the greatest of: (i) 200% of the aggregate amount of cash dividends declaredpayable by the Corporation on its Common Shares in its immediately precedingfiscal year divided by the number of Common Shares outstanding as at the endof such fiscal year;
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 (ii) 300% of the arithmetic mean of the aggregate amounts of cashdividends declared payable by the Corporation on its Common Shares in itsthree immediately preceding fiscal years divided by the arithmetic mean of thenumber of Common Shares outstanding as at the end of each of such fiscalyears; and  (iii) 100% of the aggregate consolidated net income of theCorporation, before extraordinary items, for its immediately preceding fiscalyear divided by the number of Common Shares outstanding as at the end of suchfiscal year. (oo) “Right” means the herein described rights to purchase securitiespursuant to the terms and subject to the conditions set forth herein.  (pp) “Rights Certificate” means the certificates representing the Rightsafter the Separation Time which shall be substantially in the form attached hereto asExhibit A.  (qq) “Rights Register” and “Rights Registrar” shall have therespective meanings ascribed thereto in Subsection 2.6(a).  (rr) *“Securities Act*(British Columbia)” means the *Securities Act*(BritishColumbia), R.S.B.C 1996, c.418, as amended and the regulations and rules madethereunder, as now in effect or as the same may from time to time be amended,re-enacted or replaced.  (ss) “Separation Time” means the Close of Business on the eighth BusinessDay after the earlier of: (i) the Stock Acquisition Date; and  (ii) the date of the commencement of, or first public announcementor disclosure of the intent of any Person (other than the Corporation or anycorporation controlled by the Corporation) to commence, a Take-over Bid (otherthan a Permitted Bid, so long as such Take-over Bid continues to satisfy therequirements of a Permitted Bid) or such later Business Day as may bedetermined at any time or from time to time by the Board of Directors;   provided, however, that if any such Take-over Bid expires, is cancelled, isterminated or is otherwise withdrawn prior to the Separation Time, such Take-overBid shall be deemed, for purposes of this Subsection 1.1(ar) never to have beenmade, and, provided further, that if the Board of Directors determines, pursuant toSection 5.1, to waive the application of Section 3.1 to a Flip-In Event, theSeparation Time in respect of such Flip-In Event shall be deemed never to haveoccurred.  (tt) “Stock Acquisition Date” means the first date of public announcementor disclosure by the Corporation or an Acquiring Person of facts indicating that aPerson has become an Acquiring Person (which, for the purposes of this definition,shall include, without limitation, a report filed pursuant to Section 141 of the*Securities Act*(Alberta), Section 101 of the *Securities Act*(British Columbia) orSection 13(d) of the *U.S. Exchange Act*disclosing such information).  (uu) “Take-over Bid” means an Offer to Acquire Voting Shares of any class,or Convertible Securities with respect thereto, where the Voting Shares subject to theOffer to Acquire, together with the Voting Shares into or for which the securitiessubject to the Offer to Acquire are convertible or exchangeable and the Offerer’s
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   Securities constitute in the aggregate 20% or more of the outstanding Voting Sharesat the date of the Offer to Acquire. (vv) “Termination Time” means the time at which the right to exerciseRights shall terminate pursuant to Section 5.1 hereof.  (ww) “Trading Day” when used with respect to any securities, means the dayon which the principal Canadian or United States securities exchange (as determined bythe Board of Directors) on which such securities are listed or admitted to trading isopen for the transaction of business or, if the securities are not listed or admittedto trading on any Canadian or United States securities exchange, a Business Day.  (xx) “U.S. — Canadian Exchange Rate” on any date means: (i) if on such date the Bank of Canada sets an average noon spotrate of exchange for the conversion of one United States dollar into Canadiandollars, such rate; and  (ii) in any other case, the rate for such date for the conversionof one United States dollar into Canadian dollars which is calculated in themanner which shall be determined by the Board of Directors from time to timeacting in good faith; (yy) “U.S. Exchange Act” means the United States *Securities Exchange Act of1934*, as amended, and the rules and regulations thereunder as from time to time ineffect.  (zz) “Voting Share Reduction” means an acquisition or redemption by theCorporation of Voting Shares which, by reducing the number of Voting Sharesoutstanding, increases the percentage of Voting Shares Beneficially Owned by anyPerson to 20% or more of the Voting Shares then outstanding.  (aaa) “Voting Shares” means the Common Shares, the Class A PreferenceShares Series A Convertible, the Class B Series 1 Preference Shares and the Class BSeries 2 Convertible Preference Shares and any other securities the holders of whichare entitled to vote generally on the election of directors of the Corporation, and“voting shares”, when used with reference to any Person other than theCorporation, means common shares of such other Person and any other securities theholders of which are entitled to vote generally in the election of the directors ofsuch other Person.**1.2** **Currency**All sums of money which are referred to in this Agreement are expressed in lawful money of Canada,unless otherwise specified.**1.3** **Number and Gender**Wherever the context will require, terms (including defined terms) used herein importing thesingular number only include the plural and vice versa and words importing anyone gender shallinclude all others.**1.4** **Sections and Headings**The division of this Agreement into Articles, Sections, Subsections, Clauses and Subclauses and theinsertion of headings are for convenience of reference only and shall not affect the constructionor interpretation of this Agreement. The terms this “Agreement”, “hereunder”,“hereof’, and similar expressions refer to this Agreement as amended or supplemented fromtime to time and not to any
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particular Article, Section or other portion hereof and include any Agreement or instrumentsupplemental or ancillary hereto. Unless something in the subject matter or context isinconsistent therewith, references herein to Articles, Sections, Subsections, Clauses andSubclauses are to Articles, Sections, Subsections, Clauses and Subclauses of this Agreement.**1.5** **Statutory References**Unless the context otherwise requires, any reference to a specific Section, Subsection, Clause orRule of any statute or regulation shall be deemed to refer to the same as it may be amended,re-enacted or replaced or, if repealed and there shall be no replacement therefor, to the same asit is in effect on the date of this Agreement.**1.6** **Determination of Percentage Ownership**The percentage of Voting Shares Beneficially Owned by any Person, shall, for the purposes of thisAgreement, be and be deemed to be the product determined by the formula:   100 x A  B   where:     A = the aggregate number of votes for the election of all directorsgenerally attaching to the Voting Shares Beneficially Owned by suchPerson; and   B = the aggregate number of votes for the election of all directorsgenerally attaching to all outstanding Voting Shares.Where any person is deemed to Beneficially Own unissued Voting Shares pursuant to Subsection1.1(d), such Voting Shares shall be deemed to be outstanding for the purpose of both A and B in theformula above.**1.7** **Acting Jointly or in Concert**For the purposes of this Agreement, a Person is acting jointly or in concert with every Person whois a party to an agreement, commitment or understanding, whether formal or informal, with the firstPerson for the purpose of acquiring or offering to acquire Voting Shares or Convertible Securitiesin respect thereof (other than customary agreements with and between underwriters and banking groupor selling group members with respect to a distribution of securities; or pursuant to a pledge ofsecurities in the ordinary course of the pledgee’s business).**1.8** **Generally Accepted Accounting Principles**Wherever in this Agreement reference is made to generally accepted accounting principles, suchreference shall be deemed to be the recommendations at the relevant time of the Canadian Instituteof Chartered Accountants, or any successor institute, applicable on a consolidated basis (unlessotherwise specifically provided herein to be applicable on an unconsolidated basis) as at the dateon which a calculation is made or required to be made in accordance with generally acceptedaccounting principles. Where the character or amount of any asset or liability or item of revenueor expense is required to be determined, or any consolidation or other accounting computation isrequired to be made for the purpose of this Agreement or any document, such determination orcalculation shall, to the extent applicable and except as otherwise specified herein or asotherwise agreed in writing by the parties, be made in accordance with generally acceptedaccounting principles applied on a consistent basis.
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**ARTICLE 2 THE RIGHTS****2.1** **Legend on Common Share Certificates** (a) Certificates representing the Common Shares, including without limitationCommon Shares issued upon the conversion of Convertible Securities, issued after theRecord Time but prior to the Close of Business on the earlier of the Separation Timeand the Expiration Time shall evidence one Right for each Common Share representedthereby and shall have impressed on, printed on, written on or otherwise affixed tothem the following legend:    “Until the Separation Time (as defined in the Rights Agreement referred to below),this certificate also evidences and entitles the holder hereof to certain Rights asset forth in an Amended and Restated Shareholder Rights Plan Agreement, dated as ofMarch 19, 2007 (the “Rights Agreement”), between the Corporation and ComputershareInvestor Services Inc., as Rights Agent, the terms of which are hereby incorporatedherein by reference and a copy of which is on file at the registered office of theCorporation. Under certain circumstances, as set forth in the Rights Agreement,such Rights may be amended or redeemed, may expire, may become void (if, in certaincases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms aredefined in the Rights Agreement, or a transferee thereof) or may be evidenced byseparate certificates and may no longer be evidenced by this certificate. TheCorporation will mail or arrange for the mailing of a copy of the Rights Agreementto the holder of this certificate without charge as soon as practicable after thereceipt of a written request therefor.”  (b) Certificates representing Common Shares that are issued and outstanding at theRecord Time shall evidence one Right for each Common Share evidenced thereby,notwithstanding the absence of the foregoing legend, until the earlier of theSeparation Time and the Expiration Time.**2.2** **Initial Exercise Price; Exercise of Rights; Detachment of Rights** (a) Subject to adjustment as herein set forth, including without limitation as setforth in Article 3, each Right will entitle the holder thereof, from and after theSeparation Time and prior to the Expiration Time, to purchase one Common Share for theExercise Price as at the Business Day immediately preceding Separation Time (whichExercise Price and number of Common Shares are subject to adjustment as set forthbelow). Notwithstanding any other provision of this Agreement, any Rights held by theCorporation or any of its Subsidiaries shall be void.  (b) Until the Separation Time, (i) the Rights shall not be exercisable and noRight may be exercised; and (ii) for administrative purposes, each Right will beevidenced by the certificate for the associated Common Share registered in the name ofthe holder thereof (which certificate shall be deemed to represent a RightsCertificate) and will be transferable only together with, and will be transferred by atransfer of, such associated Common Share.  (c) From and after the Separation Time and prior to the Expiration Time, theRights may be exercised, and the registration and transfer of the Rights shall beseparate from and independent of Common Shares. Promptly following the SeparationTime, the Corporation will prepare or cause to be prepared and the Rights Agent willmail to each holder of record of Common Shares as of the Separation Time and, inrespect of each Convertible Security converted into Common Shares after the SeparationTime and prior to the Expiration Time, promptly after such conversion, the Corporationwill prepare or cause to be prepared and the Rights Agent will mail to the holder so
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   converting (other than an Acquiring Person and in respect of any RightsBeneficially Owned by such Acquiring Person which are not held of record by suchAcquiring Person, the holder of record of such rights (a “Nominee”)) atsuch holder’s address as shown by the records of the Corporation (the Corporationhereby agreeing to furnish copies of such record to the Rights Agent for thispurpose): (i) a Rights Certificate in substantially the form of Exhibit Ahereto appropriately completed, representing the number of Rights held by suchholder at the Separation Time and having such marks of identification ordesignation and such legends, summaries or endorsements printed thereon as theCorporation may deem appropriate and as are not inconsistent with theprovisions of this Agreement, or as may be required to comply with any law,rule or regulation or judicial or administrative order, or with any article orregulation of any stock exchange or quotation system on which the Rights mayfrom time to time be listed or traded, or to conform to usage; and  (ii) a disclosure statement prepared by the Corporation describingthe Rights,   provided that a Nominee shall be sent the materials provided for in (i) and (ii)only in respect of all Common Shares held of record by it which are not BeneficiallyOwned by an Acquiring Person and the Corporation may require any Nominee orsuspected Nominee to provide such information and documentation as the Corporationmay reasonably require for such purpose.  (d) Rights may be exercised in whole or in part on any Business Day after theSeparation Time and prior to the Expiration Time by submitting to the Rights Agent, atits principal office in Vancouver: (i) the Rights Certificate evidencing such Rights;  (ii) an election to exercise (an “Election to Exercise”)substantially in the form attached to the Rights Certificate duly completed,and executed in a manner acceptable to the Rights Agent; and  (iii) payment in cash, or by certified cheque, banker’s draft ormoney order payable to the order of the Corporation, of a sum equal to theExercise Price multiplied by the number of Rights being exercised and a sumsufficient to cover any transfer tax or charge which may be payable in respectof any transfer involved in the transfer or delivery of Rights Certificates orthe issuance or delivery of certificates for Common Shares in a name otherthan that of the holder of the Rights being exercised. (e) Upon receipt of a Rights Certificate, which is accompanied by an appropriatelycompleted and duly executed Election to Exercise (which does not indicate that suchRight is null and void as provided by Subsection 3.1(b) and payment as set forth inSubsection 2.2(d), the Rights Agent (unless otherwise instructed by the Corporation)will thereupon promptly: (i) requisition from the transfer agent of the Common Sharescertificates representing the number of Common Shares to be purchased (theCorporation hereby irrevocably authorizing its transfer agent to comply withall such requisitions);  (ii) after receipt of such Common Share certificates, deliver suchcertificates to, or to the order of, the registered holder of such RightsCertificate, registered in such name or names as may be designated by suchholder;
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 (iii) when appropriate, requisition from the Corporation the amountof cash, if any, to be paid in lieu of issuing fractional Common Shares;  (iv) when appropriate, after receipt of such cash, deliver suchcash to, or to the order of, the registered holder of the Rights Certificate;and  (v) tender to the Corporation all payments received on exercise ofthe Rights. (f) If the holder of any Rights shall exercise less than all the Rights evidencedby such holder’s Rights Certificate, a new Rights Certificate evidencing the Rightsremaining unexercised will be issued by the Rights Agent to such holder or to suchholder’s duly authorized assigns.  (g) The Corporation shall: (i) take all such action as may be necessary and within its powerto ensure, that all Common Shares delivered upon the exercise of Rights shall,at the time of delivery of the certificates for such Common Shares (subject topayment of the Exercise Price), be duly and validly authorized, executed,issued and delivered as fully paid and non-assessable;  (ii) take all such action as may reasonably be considered to benecessary and within its power to comply with any applicable requirements ofthe *BCBCA,*the *Securities Act*(British Columbia)*,*the U.S. *Exchange Act,*the*United States Securities Act of*1933, as amended, and comparable legislationof each of the provinces and territories of Canada and states of the UnitedStates of America, or the rules and regulations thereunder or any otherapplicable law, rule or regulation, in connection with the issuance anddelivery of the Rights, the Rights Certificates and the issuance of any CommonShares upon exercise of the Rights;  (iii) use reasonable efforts to cause all Common Shares issued uponexercise of the Rights to be listed on the stock exchanges on which the CommonShares are listed at that time;  (iv) cause to be reserved and kept available out of its authorizedand unissued Common Shares, the number of Common Shares that, as provided inthis Agreement, will from time to time be sufficient to permit the exercise infull of all outstanding Rights;  (v) pay when due and payable, if applicable, any and all federal,provincial, state and municipal taxes (not in the nature of income, capitalgains or withholding taxes) and charges which may be payable in respect of theoriginal issuance or delivery of the Rights Certificates or certificates forCommon Shares issued upon the exercise of Rights, provided that theCorporation shall not be required to pay any transfer tax or charge which maybe payable in respect of any transfer of Rights or the issuance or delivery ofcertificates for Common Shares issued upon the exercise of Rights, in a nameother than that of the holder of the Rights being transferred or exercised;and  (vi) after the Separation Time, except as permitted by Section 5.1or Section 5.4 hereof, not take (or permit any corporation it controls totake) any action if at the time such action is taken it is reasonablyforeseeable that such action will diminish substantially or otherwiseeliminate the benefits intended to be afforded by the Rights.
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**2.3** **Adjustments to Exercise Price; Number of Rights** (a) The Exercise Price, the number and kind of securities subject to purchase uponexercise of each Right and the number of Rights outstanding are subject to adjustmentfrom time to time as provided in this Section 2.3 and in Article 3.  (b) In the event that the Corporation shall at any time after the Record Time andprior to the Expiration Time: (i) declare or pay a dividend on the Common Shares payable inVoting Shares or Convertible Securities in respect thereof other than pursuantto any dividend reinvestment plan;  (ii) subdivide or change the then outstanding Common Shares into agreater number of Common Shares;  (iii) consolidate or change the then outstanding Common Shares intoa smaller number of Common Shares; or  (iv) issue any Voting Shares (or Convertible Securities in respectthereof) in respect of, in lieu of or in exchange for existing Common Shares,whether in a reclassification, amalgamation, statutory arrangement,consolidation or otherwise;   the Exercise Price and the number of Rights outstanding (or, if the payment oreffective date therefor shall occur after the Separation Time, the securitiespurchasable upon the exercise of Rights) shall be adjusted as follows: A. If the Exercise Price and number of Rightsoutstanding are to be adjusted: I. the Exercise Price in effectafter such adjustment will be equal to the Exercise Price ineffect immediately prior to such adjustment divided by thenumber of Common Shares (or other securities of theCorporation) (the “Expansion Factor”) that a holder ofone Common Share immediately prior to such dividend,subdivision, change, combination or issuance would holdthereafter as a result thereof; and  II. each Right held prior to suchadjustment will become that number of Rights equal to theExpansion Factor, and the adjusted number of Rights will bedeemed to be allocated among the Common Shares with respect towhich the original Rights were associated (if they remainoutstanding) and the securities of the Corporation issued inrespect of such dividend, subdivision, change, consolidationor issuance, so that each such Common Share (or other securityof the Corporation) will have exactly one Right associatedwith it. B. If the securities purchasable upon exercise ofRights are to be adjusted, the securities purchasable upon exercise ofeach Right after such adjustment will be the securities that a holderof the securities purchasable upon exercise of one Right immediatelyprior to such dividend, subdivision, change, consolidation or issuancewould hold thereafter as a result thereof.
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 (c) Adjustments pursuant to Subsection 2.3(b) shall be made successively, wheneveran event referred to in Subsection 2.3(b) occurs.  (d) If an event occurs which would require an adjustment under both this Section2.3 and Section 3.1 hereof, the adjustment provided for in this Section 2.3 shall bein addition to, and shall be made prior to, any adjustment required pursuant toSection 3.1 hereof.  (e) In the event the Corporation shall at any time after the Record Time and priorto the Separation Time issue any Common Shares otherwise than in a transactionreferred to in Subsection 2.3(b), each such Common Share so issued shall automaticallyhave one new Right associated with it, which Right shall be evidenced by thecertificate representing such Common Share.  (f) In the event the Corporation shall, at any time after the Record Time andprior to the Expiration Time, fix a record date for the making of a distribution toall holders of Common Shares of rights or warrants entitling them (for a periodexpiring within 45 calendar days after such record date) to subscribe for or purchaseCommon Shares (or Convertible Securities in respect of Common Shares) at a price perCommon Share (or, in the case of such a Convertible Security, having a conversion,exchange or exercise price per share (including the price required to be paid topurchase such Convertible Security)) that is 1ess than 90% of the Market Price perCommon Share on such record date, the Exercise Price in effect after such record datewill equal the Exercise Price in effect immediately prior to such record datemultiplied by a fraction; (i) of which the numerator shall be the number of Common Sharesoutstanding on such record date plus the number of Common Shares which theaggregate offering price of the total number of Common Shares so to be offered(and/or the aggregate initial conversion, exchange or exercise price of theConvertible Securities so to be offered (including the price required to bepaid to purchase such Convertible Securities)) would purchase at such MarketPrice per Common Share; and  (ii) of which the denominator shall be the number of Common Sharesoutstanding on such record date plus the number of additional Common Shares tobe offered for subscription or purchase (or into which the ConvertibleSecurities so to be offered are initially convertible, exchangeable orexercisable).   In case such subscription price is satisfied, in whole or in part, by considerationother than cash, the value of such consideration shall be as determined in goodfaith by the Board of Directors. Such adjustment shall be made successively wheneversuch a record date is fixed. To the extent that such rights or warrants are notexercised prior to the expiration thereof, the Exercise Price shall be readjusted inthe manner contemplated above based on the number of Common Shares (or securitiesconvertible into or exchangeable for Common Shares) actually issued on the exerciseof such rights or warrants.    For purposes of this Agreement, the granting of the right to purchase Common Shares(whether from treasury or otherwise) pursuant to any dividend or interestreinvestment plan or any share purchase plan providing for the reinvestment ofdividends or interest payable on securities of the Corporation or the investment ofperiodic optional payments or employee benefit or similar plans (so long as suchright to purchase is in no case evidenced by the delivery of rights or warrants bythe Corporation) shall not be deemed to constitute an issue of rights or warrants bythe
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   Corporation; provided, however, that in the case of any dividend or interestreinvestment or share purchase plan, the right to purchase Common Shares is at aprice per share of not less than 90% of the current market price per share(determined as provided in such plans) of the Common Shares.  (g) In the event the Corporation shall at any time after the Record Time and priorto the Expiration Time fix a record date for the making of a distribution to allholders of Common Shares of (i) evidences of indebtedness or assets (other than aRegular Periodic Cash Dividend or a dividend paid in Common Shares, but including anydividend payable in securities other than Common Shares), (ii) rights or warrantsentitling them to subscribe for or purchase Voting Shares (or Convertible Securitiesin respect of Voting Shares), at a price per Voting Share (or, in the case of aConvertible Security in respect of Voting Shares, having a conversion, exchange orexercise price per share (including the price required to be paid to purchase suchConvertible Security)) less than 90% of the Market Price per Common Share on suchrecord date (excluding rights or warrants referred to in Subsection 2.3(f)) or (iii)other securities of the Corporation, the Exercise Price in effect after such recorddate shall be equal to the Exercise Price in effect immediately prior to such recorddate less the fair market value (as determined in good faith by the Board ofDirectors) of the portion of the assets, evidences of indebtedness, rights or warrantsor other securities so to be distributed applicable to each of the securitiespurchasable upon exercise of one Right. Such adjustment shall be made successivelywhenever such a record date is fixed.  (h) Each adjustment made pursuant to Section 2.3 shall be made as of: (i) the payment or effective date for the applicable dividend,subdivision, change, combination or issuance, in the case of an adjustmentmade pursuant to Subsection 2.3(b) above; and  (ii) the record date for the applicable dividend or distribution,in the case of an adjustment made pursuant to Subsections 2.3(f) or 2.3(g)above, subject to readjustment to reverse the same if such distribution shallnot be made. (i) In the event the Corporation shall at any time after the Record Time and priorto the Expiration Time issue any shares (other than Common Shares), or rights orwarrants to subscribe for or purchase any such shares, or Convertible Securities inrespect of any such shares, in a transaction referred to in any of subclauses2.3(b)(i) to (iv) above, if the Board of Directors acting in good faith determinesthat the adjustments contemplated by Subsections 2.3(b), 2.3(f) and 2.3(g) above inconnection with such transaction will not appropriately protect the interests of theholders of Rights, the Board of Directors may from time to time, but subject toobtaining the prior approval of the holders of the Rights obtained as set forth inSubsection 5.4(b), determine what other adjustments to the Exercise Price, number ofRights or securities purchasable upon exercise of Rights would be appropriate and,notwithstanding Subsections 2.3(b), 2.3(f) and 2.3(g) above, such adjustments, ratherthan the adjustments contemplated by Subsections 2.3(b), 2.3(f) and 2.3(g) above,shall be made upon the Board of Directors providing written certification thereof tothe Rights Agent pursuant to Subsection 2.3(q).  (j) Notwithstanding anything herein to the contrary, no adjustment of the ExercisePrice shall be required unless such adjustment would require an increase or decreaseof at least 1% in such Exercise Price; provided, however, that any adjustments whichby reason of this Subsection 2.3(j) are not required to be made shall be carriedforward and taken into account in any subsequent adjustment. All adjustments to theExercise Price made pursuant to this Section 2.3 shall be calculated to the nearestcent.
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 (k) All Rights originally issued by the Corporation subsequent to any adjustmentmade to an Exercise Price hereunder shall evidence the right to purchase, at theadjusted Exercise Price, the number of Common Shares purchasable from time to timehereunder upon exercise of the Rights, all subject to further adjustment as providedherein.  (l) Unless the Corporation shall have exercised its election, as provided inSubsection 2.3(m), upon each adjustment of an Exercise Price as a result of thecalculations made in Subsections 2.3(f) and 2.3(g), each Right outstanding immediatelyprior to the making of such adjustment shall thereafter evidence the right topurchase, at the adjusted Exercise Price, that number of Common Shares obtained by: (i) multiplying (A) the number of Common Shares covered by a Rightimmediately prior to such adjustment, by (B) the Exercise Price in effectimmediately prior to such adjustment; and  (ii) dividing the product so obtained by the Exercise Price ineffect immediately after such adjustment. (m) The Corporation may elect on or after the date of any adjustment of anExercise Price to adjust the number of Rights, in lieu of any adjustment in the numberof Common Shares purchasable upon the exercise of a Right. Each of the Rightsoutstanding after the adjustment in the number of Rights shall be exercisable for thenumber of Common Shares for which a Right was exercisable immediately prior to suchadjustment. Each Right held of record prior to such adjustment of the number ofRights shall become the number of Rights obtained by dividing the relevant ExercisePrice in effect immediately prior to adjustment of the relevant Exercise Price by therelevant Exercise Price in effect immediately after adjustment of the relevantExercise Price. The Corporation shall make a public announcement of its election toadjust the number of Rights, indicating the record date for the adjustment, and, ifknown at the time, the amount of the adjustment to be made. This record date may bethe date on which the relevant Exercise Price is adjusted or any day thereafter, but,if the Rights Certificates have been issued, shall be at least 10 calendar days laterthan the date of the public announcement. If Rights Certificates have been issued,upon each adjustment of the number of Rights pursuant to this Subsection 2.3(m), theCorporation shall, as promptly as practicable, cause to be distributed to holders ofrecord of Rights Certificates on such record date, Rights Certificates evidencing,subject to Section 5.5, the additional Rights to which such holders shall be entitledas a result of such adjustment, or, at the option of the Corporation, shall cause tobe distributed to such holders of record in substitution and replacement for theRights Certificates held by such holders prior to the date of adjustment, and uponsurrender thereof, if required by the Corporation, new Rights Certificates evidencingall the Rights to which such holders shall be entitled after such adjustment. RightsCertificates so to be distributed shall be issued, executed and countersigned in themanner provided for herein and may bear, at the option of the Corporation, therelevant adjusted Exercise Price and shall be registered in the names of holders ofrecord of Rights Certificates on the record date specified in the public announcement.  (n) In any case in which this Section 2.3 shall require that an adjustment in anExercise Price be made effective as of a record date for a specified event, theCorporation may elect to defer until the occurrence of such event the issuance to theholder of any Right exercised after such record date of the number of Common Sharesand other securities of the Corporation, if any, issuable upon such exercise over andabove the number of Common Shares and other securities of the Corporation, if any,issuable upon such exercise on the basis of the relevant Exercise Price in effectprior to such adjustment; provided, however, that the Corporation shall deliver tosuch holder an
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   appropriate instrument evidencing such holder’s right to receive such additionalCommon Shares (fractional or otherwise) or other securities upon the occurrence ofthe event requiring such adjustment.  (o) Notwithstanding anything in this Section 2.3 to the contrary, the Corporationshall be entitled to make such adjustments in the Exercise Price, in addition to thoseadjustments expressly required by this Section 2.3, as and to the extent that in itsgood faith judgment the Board of Directors shall determine to be advisable in orderthat any (i) subdivision or consolidation of the Common Shares, (ii) issuance whollyfor cash of any Common Shares at less than the applicable Market Price, (iii) issuancewholly for cash of any Common Shares or securities that by their terms areexchangeable for or convertible into or give a right to acquire Common Shares, (iv)stock dividends, or (v) issuance of rights, options or warrants referred to in thisSection 2.3, hereafter made by the Corporation to holders of its Common Shares, shallnot be taxable to such shareholders.  (p) Irrespective of any adjustment or change in the securities purchasable uponexercise of the Rights, the Rights Certificates theretofore and thereafter issued maycontinue to represent the securities so purchasable which were represented in theinitial Rights Certificates issued hereunder.  (q) Whenever an adjustment to the Exercise Price is made pursuant to this Section2.3, the Corporation shall: (i) promptly prepare a certificate setting forth such adjustmentand a brief statement of the facts accounting for such adjustment; and  (ii) promptly file with the Rights Agent and with each transferagent for the Common Shares a copy of such certificate and mail a briefsummary thereof to each holder of Rights who requests a copy.   Failure to file such certificate or to cause such notice to be given as aforesaid, or anydefect therein, shall not affect the validity of any such adjustment or change.**2.4** **Date on Which Exercise is Effective**Each Person in whose name any certificate for Common Shares is issued upon the exercise of Rightsshall for all purposes be deemed to have become the holder of record of the Common Sharesrepresented thereby on, and such certificate shall be dated, the date upon which the RightsCertificate evidencing such Rights was duly surrendered (together with a duly completed Election toExercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes andother governmental charges payable by the exercising Person hereunder) was made; provided, however,that if the date of such surrender and payment is a date upon which the Common Share transfer booksof the Corporation are closed, such Person shall be deemed to have become the record holder of suchshares on, and such certificate shall be dated, the next Business Day on which the Common Sharetransfer books of the Corporation are open.**2.5** **Execution, Authentication, Delivery and Dating of Rights Certificates** (a) The Rights Certificates shall be executed on behalf of the Corporation by itsChief Executive Officer, its Chief Financial Officer or its Secretary. The signatureof any of these officers on the Rights Certificates may be manual or facsimile.Rights Certificates bearing the manual or facsimile signatures of individuals who wereat any time the proper officers of the Corporation shall bind the Corporation,notwithstanding that such individuals or any of them have ceased to hold such officesprior to the countersignature and delivery of such Rights Certificates.
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 (b) Promptly following the Separation Time, the Corporation will notify the RightsAgent of such Separation Time and will deliver Rights Certificates executed by theCorporation to the Rights Agent for countersignature, and the Rights Agent shallcountersign (manually or by facsimile signature in a manner satisfactory to theCorporation) and deliver such Rights Certificates to the holders of the Rightspursuant to Section 2.2 hereof. No Rights Certificate shall be valid for any purposeuntil countersigned by the Rights Agent as aforesaid.  (c) Each Rights Certificate shall be dated the date of countersignature thereof.**2.6** **Registration, Transfer and Exchange** (a) After the Separation Time, the Corporation shall cause to be kept a register(the “Rights Register”) in which, subject to such reasonable regulations as it mayprescribe, the Corporation will provide for the registration and transfer of Rights.The Rights Agent is hereby appointed “Rights Registrar” for the purpose of maintainingthe Rights Register for the Corporation and registering Rights and transfers of Rightsas herein provided and the Rights Agent hereby accepts such appointment. In the eventthat the Rights Agent shall cease to be the Rights Registrar, the Rights Agent willhave the right to examine the Rights Register at all reasonable times.  (b) After the Separation Time and prior to the Expiration Time, upon surrender forregistration of transfer or exchange of any Rights Certificate, and subject to theprovisions of Subsections 2.6(d) and 3.1(b) below, the Corporation will execute, andthe Rights Agent will countersign, deliver and register, in the name of the holder orthe designated transferee or transferees, as required pursuant to the holder’sinstructions, one or more new Rights Certificates evidencing the same aggregate numberof Rights as did the Rights Certificates so surrendered.  (c) All Rights issued upon any registration of transfer or exchange of RightsCertificates shall be valid obligations of the Corporation, and such Rights shall beentitled to the same benefits under this Agreement as the Rights surrendered upon suchregistration of transfer or exchange.  (d) Every Rights Certificate surrendered for registration of transfer or exchangeshall be duly endorsed, or be accompanied by a written instrument of transfer in formsatisfactory to the Corporation or the Rights Agent, as the case may be, duly executedby the holder thereof or such holder’s attorney duly authorized in writing. As acondition to the issuance of any new Rights Certificate under this Section 2.6, theCorporation may require the payment of a sum sufficient to cover any tax or othergovernmental charge that may be imposed in relation thereto and any other expenses(including the fees and expenses of the Rights Agent) in connection therewith.**2.7** **Mutilated, Lost, Stolen and Destroyed Rights Certificates** (a) If any mutilated Rights Certificate is surrendered to the Rights Agent priorto the Expiration Time, the Corporation shall execute and the Rights Agent shallcountersign and deliver in exchange therefor a new Rights Certificate evidencing thesame number of Rights as did the Rights Certificate so surrendered.  (b) If there shall be delivered to the Corporation and the Rights Agent prior tothe Expiration Time: (i) evidence to their reasonable satisfaction of the destruction,loss or theft of any Rights Certificate; and (ii) such security or indemnity as may bereasonably required by them to save each of them and any of their agents harmless,then, in the absence of notice to the Corporation or the Rights Agent that such Rights
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   Certificate has been acquired by a bona fide purchaser, the Corporation shallexecute and, upon the Corporation’s request the Rights Agent shall countersign anddeliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a newRights Certificate evidencing the same number of Rights as did the RightsCertificate so destroyed, lost or stolen.  (c) As a condition to the issuance of any new Rights Certificate under thisSection 2.7, the Corporation may require the payment of a sum sufficient to cover anytax or other governmental charge that may be imposed in relation thereto and any otherexpenses (including the fees and expenses of the Rights Agent) connected therewith.  (d) Every new Rights Certificate issued pursuant to this Section 2.7 in lieu ofany destroyed, lost or stolen Rights Certificate shall evidence a contractualobligation of the Corporation, whether or not the destroyed, lost or stolen RightsCertificate shall be at any time enforceable by anyone, and shall be entitled to allthe benefits of this Agreement equally and proportionately with any and all otherRights duly issued hereunder.**2.8** **Persons Deemed Owners**The Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem andtreat the person in whose name a Rights Certificate (or, prior to the Separation Time, theassociated Common Share certificate) is registered as the absolute owner thereof and of the Rightsevidenced thereby for all purposes whatsoever. As used in this Agreement, unless the contextotherwise requires, the term “holder” of any Rights shall mean the registered holder of such Rights(or, prior to the Separation Time, the associated Common Shares).**2.9** **Delivery and Cancellation of Certificates**All Rights Certificates surrendered upon exercise or for redemption, for registration of transferor exchange shall, if surrendered to any person other than the Rights Agent, be delivered to theRights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Corporationmay at any time deliver to the Rights Agent for cancellation any Rights Certificates previouslycountersigned and delivered hereunder which the Corporation may have acquired in any mannerwhatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the RightsAgent. No Rights Certificate shall be countersigned in lieu of or in exchange for any RightsCertificates cancelled as provided in this Section 2.9 except as expressly permitted by thisAgreement. The Rights Agent shall, subject to applicable law, destroy all cancelled RightsCertificates and deliver a certificate of destruction to the Corporation.**2.10** **Agreement of Rights Holders**Every holder of Rights, by accepting such Rights, consents and agrees with the Corporation and theRights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amendedfrom time to time in accordance with the terms hereof, in respect of all Rights held;  (b) that, prior to the Separation Time, each Right will be transferable onlytogether with, and will be transferred by a transfer of, the associated Common Share;  (c) that, after the Separation Time, the Rights will be transferable only on theRights Register as provided herein;  (d) that, prior to due presentment of a Rights Certificate (or, prior to theSeparation Time, the associated Common Share certificate) for registration oftransfer, the
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   Corporation, the Rights Agent and any agent of the Corporation or the Rights Agentmay deem and treat the Person in whose name the Rights Certificate (or, prior tothe Separation Time, the associated Common Share certificate) is registered as theabsolute owner thereof and of the Rights evidenced thereby (notwithstanding anynotations of ownership or writing on such Rights Certificate or the associatedCommon Share certificate made by anyone other than the Corporation or the RightsAgent) for all purposes whatsoever, and neither the Corporation nor the RightsAgent shall be affected by any notice to the contrary;  (e) that such holder of Rights has waived its right to receive any fractionalRights or any fractional Common Shares or other securities upon exercise of a Right(except as provided herein);  (f) that, subject to the provisions of Section 5.4 without the approval of anyholder of Rights or Voting Shares and upon the sole authority of the Board ofDirectors acting in good faith, this Agreement may be supplemented or amended fromtime to time as provided herein; and  (g) notwithstanding anything in this Agreement to the contrary, neither theCorporation nor the Rights Agent shall have any liability to any Holder of a Right orany other person as a result of its inability to perform any of its obligations underthis Agreement by reason of any preliminary or permanent injunction or any otherorder, decree or ruling issued by a court of competent jurisdiction or by agovernmental, regulatory or administrative agency or commission or any statute, rule,regulation or executive order promulgated or enacted by any governmental authority,prohibiting or otherwise restraining performance of such obligation.**ARTICLE 3 ADJUSTMENTS TO THE RIGHTS****3.1 Flip-in Event** (a) Subject to Sections 3.1(b) and 5.1, in the event that prior to the ExpirationTime a Flip-in Event occurs, each Right shall thereafter constitute the right topurchase from the Corporation, upon exercise thereof in accordance with the termshereof, that number of Common Shares of the Corporation having an aggregate MarketPrice on the date of consummation or occurrence of such Flip-in Event equal to twicethe Exercise Price for an amount in cash equal to the Exercise Price (such right to beappropriately adjusted in a manner analogous to the applicable adjustment provided forin Section 2.3 in the event that, after such date of consummation or occurrence, anevent of a type analogous to any of the events described in Section 2.3 shall haveoccurred with respect to such Common Shares).  (b) Notwithstanding anything in this Agreement to the contrary, upon theoccurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on orafter the earlier of the Separation Time and the Stock Acquisition Date, or which maythereafter be Beneficially Owned, by: (i) an Acquiring Person (or any Affiliate or Associate of anAcquiring Person or any other Person acting jointly or in concert with anAcquiring Person or any Associate or Affiliate of such other Person); or  (ii) a transferee, direct or indirect, of an Acquiring Person (orany Affiliate or Associate of an Acquiring Person or any Person acting jointlyor in concert with an Acquiring Person or any Associate or Affiliate thereonin a transfer of Rights occurring subsequent to the Acquiring Person becomingsuch;
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   shall become null and void without any further action and any holder of such Rights(including any transferee of, or other successor entitled to, such Rights, whetherdirectly or indirectly) shall thereafter have no right to exercise such Rights underany provisions of this Agreement and further shall thereafter not have any rightswhatsoever with respect to such Rights, whether under any provision of thisAgreement or otherwise. The holder of any Rights represented by a RightsCertificate which is submitted to the Rights Agent upon exercise or for registrationof transfer or exchange which does not contain the necessary certifications setforth in the Rights Certificate establishing that such Rights are not void underthis Subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes ofthis Subsection 3.1(b) and such Rights shall become null and void.  (c) Any Rights Certificate that represents Rights Beneficially Owned by a Persondescribed in either of subclauses 3.1(b)(i) or 3.1(b)(ii) or transferred to anyNominee of any such Person, and any Rights Certificate issued upon transfer, exchange,replacement or adjustment of any other Rights Certificate, referred to in thissentence, shall contain or will be deemed to contain the following legend:    “The Rights represented by this Rights Certificate were issued to a Person who wasan Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as suchterms are defined in the Rights Agreement) or acting jointly or in concert with anyof them. This Rights Certificate and the Rights represented hereby shall be void inthe circumstances specified in Subsection 3.1(b) of the Rights Agreement.”    The Rights Agent shall not be under any responsibility to ascertain the existence offacts that would require the imposition of such legend but shall be required toimpose such legend only if instructed to do so by the Corporation or if a holderfails to certify upon transfer or exchange in the space provided to do so.  (d) After the Separation Time, the Corporation shall do all such acts and thingsnecessary and within its power to ensure compliance with the provisions of thisSection 3.1 including, without limitation, all such acts and things as may be requiredto satisfy the requirements of the BCBCA, the *Securities Act*(British Columbia) andthe securities laws or comparable legislation in each of the provinces of Canada andin any other jurisdiction where the Corporation is subject to such laws and the rulesof the stock exchanges where the Common Shares are listed at such time in respect ofthe issue of Common Shares upon the exercise of Rights in accordance with thisAgreement.**3.2** **Fiduciary Duties of the Board of Directors of the Corporation**For clarification it is understood that nothing contained in this Article 3 shall be considered toaffect the obligations of the Board of Directors to exercise its fiduciary duties. Withoutlimiting the generality of the foregoing, nothing contained herein shall be construed to suggest orimply that the Board of Directors shall not be entitled to recommend that holders of the VotingShares reject or accept any Take-over Bid or take any other action including, without limitation,the commencement, prosecution, defence or settlement of any litigation and the submission ofadditional or alternative Take-over Bids or other proposals to the shareholders of the Corporationwith respect to any Takeover Bid or otherwise that the Board of Directors believes is necessary orappropriate in the exercise of its fiduciary duties.
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**ARTICLE 4 THE RIGHTS AGENT****4.1** **General** (a) The Corporation hereby appoints the Rights Agent to act as agent for theCorporation and the holders of the Rights in accordance with the terms and conditionshereof, and the Rights Agent hereby accepts such appointment. The Corporation mayfrom time to time appoint such co-rights agents (“Co-Rights Agents”) as it may deemnecessary or desirable. In the event the Corporation appoints one or more Co-RightsAgents, the respective duties of the Rights Agent and Co-Rights Agents shall be as theCorporation may determine. The Corporation agrees to pay to the Rights Agentreasonable compensation for all services rendered by it hereunder and, from time totime, on demand of the Rights Agent, its reasonable expenses and other disbursementsreasonably incurred in the administration and execution of this Agreement and theexercise and performance of its duties hereunder, including the reasonable fees anddisbursements of counsel and other experts consulted by the Rights Agent pursuant toSubsection 4.3(a). The Corporation also agrees to indemnify the Rights Agent for, andto hold it harmless against, any loss, liability, or expense, incurred withoutnegligence, bad faith or wilful misconduct on the part of the Rights Agent, foranything done or omitted by the Rights Agent in connection with the acceptance andadministration of this Agreement, including the costs and expenses of defendingagainst any claim of liability, which right to indemnification will survive thetermination of this Agreement.  (b) The Rights Agent shall be protected and shall incur no liability for or inrespect of any action taken, suffered or omitted by it in connection with itsadministration of this Agreement in reliance upon any certificate for Common Shares,Rights Certificate, certificate for other securities of the Corporation, instrument ofassignment or transfer, power of attorney, endorsement, affidavit, letter, notice,direction, consent, certificate, statement, or other paper or document believed by itto be genuine and to be signed, executed and, where necessary, verified oracknowledged, by the proper Person or Persons.  (c) The Corporation shall inform the Rights Agent in a reasonably timely manner ofevents which may materially affect the administration of this Agreement by the RightsAgent and, at any time upon request, shall provide to the Rights Agent an incumbencycertificate certifying the then current officers of the Corporation.**4.2** **Merger, Amalgamation, Consolidation or Change of Name of Rights Agent** (a) Any corporation into which the Rights Agent or any successor Rights Agent maybe merged or amalgamated or with which it may be consolidated, or any corporationresulting from any merger, amalgamation or consolidation to which the Rights Agent orany successor Rights Agent is a party, or any corporation succeeding to theshareholder services business of the Rights Agent or any successor Rights Agent, willbe the successor to the Rights Agent under this Agreement without the execution orfiling of any document or any further act on the part of any of the parties hereto,provided that such corporation would be eligible for appointment as a successor RightsAgent under the provisions of Section 4.4 hereof. In case at the time such successorRights Agent succeeds to the agency created by this Agreement any of the RightsCertificates have been countersigned but not delivered any such successor Rights Agentmay adopt the countersignature of the predecessor Rights Agent and deliver such RightsCertificates so countersigned; and in case at that time any of the Rights Certificateshave not been countersigned, any successor Rights Agent may countersign such RightsCertificates either in the name of the predecessor Rights Agent or in the name of thesuccessor Rights Agent; and in all such cases such Rights
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   Certificates will have the full force provided in the Rights Certificates and inthis Agreement.  (b) In case at any time the name of the Rights Agent is changed and at such timeany of the Rights Certificates shall have been countersigned but not delivered, theRights Agent may adopt the countersignature under its prior name and deliver RightsCertificates so countersigned; and in case at that time any of the Rights Certificatesshall not have been countersigned, the Rights Agent may countersign such RightsCertificates either in its prior name or in its changed name; and in all such casessuch Rights Certificates shall have the full force provided in the Rights Certificatesand in this Agreement.**4.3** **Duties of Rights Agent**The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the followingterms and conditions, by all of which the Corporation and the holders of Rights Certificates, bytheir acceptance thereof, shall be bound: (a) The Rights Agent may consult with legal counsel (who may be legal counsel forthe Corporation) and the opinion of such counsel will be full and completeauthorization and protection to the Rights Agent as to any action taken or omitted byit in good faith and in accordance with such opinion; the Rights Agent may also, withthe approval of the Corporation (such approval not to be unreasonably withheld),consult with such other experts as the Rights Agent shall consider necessary orappropriate to properly carry out the duties and obligations imposed under thisAgreement and the Rights Agent shall be entitled to rely in good faith on the adviceof any such expert.  (b) Whenever in the performance of its duties under this Agreement the RightsAgent deems it necessary or desirable that any fact or matter be proved or establishedby the Corporation prior to taking or suffering any action hereunder, such fact ormatter (unless other evidence in respect thereof be herein specifically prescribed)may be deemed to be conclusively proved and established by a certificate signed by aperson believed by the Rights Agent to be the Chief Executive Officer, Chief FinancialOfficer or the Secretary or Assistant Secretary of the Corporation and delivered tothe Rights Agent; and such certificate will be full authorization to the Rights Agentfor any action taken or suffered in good faith by it under the provisions of thisAgreement in reliance upon such certificate.  (c) The Rights Agent will be liable hereunder only for its own negligence, badfaith or wilful misconduct.  (d) The Rights Agent will not be liable for or by reason of any of the statementsof fact or recitals contained in this Agreement or in the certificates for CommonShares, or the Rights Certificates (except its countersignature thereof) or berequired to verify the same, and all such statements and recitals are and will bedeemed to have been made by the Corporation only.  (e) The Rights Agent will not be under any responsibility in respect of thevalidity of this Agreement or the execution and delivery hereof (except the dueauthorization, execution and delivery hereof by the Rights Agent) or in respect of thevalidity or execution of any Common Share certificate, or Rights Certificate (exceptits countersignature thereon) nor will it be responsible for any breach by theCorporation of any covenant or condition contained in this Agreement or in any RightsCertificate; nor will it be responsible for any change in the exercisability of theRights (including the Rights becoming void pursuant to Subsection 3.1(b) hereof or anyadjustment required under the provisions of Section 2.3) hereof or responsible for
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   the manner, method or amount of any such adjustment or the ascertaining of theexistence of facts that would require any such adjustment (except with respect tothe exercise of Rights after receipt of the certificate contemplated by Section 2.3describing any such adjustment or any written notice from the Corporation or anyholder that a Person has become an Acquiring Person); nor will it by any acthereunder be deemed to make any representation or warranty as to the authorizationof any Common Shares to be issued pursuant to this Agreement or any Rights or as toany Common Shares, when issued, being duly and validly authorized, issued anddelivered as fully paid and non-assessable.  (f) The Corporation agrees that it will perform, execute, acknowledge and deliveror cause to be performed, executed, acknowledged and delivered all such further andother acts, instruments and assurances as may reasonably be required by the RightsAgent for the carrying out or performing by the Rights Agent of the provisions of thisAgreement.  (g) The Rights Agent is hereby authorized and directed to accept instructions withrespect to the performance of its duties hereunder from any individual believed by theRights Agent to be the Chief Executive Officer, Chief Financial Officer or theSecretary or Assistant Secretary of the Corporation, and to apply to such individualsfor advice or instructions in connection with its duties, and it shall not be liablefor any action taken or suffered by it in good faith in accordance with instructionsof any such individual. It is understood that instructions to the Rights Agent shall,except where circumstances make it impractical or the Rights Agent otherwise agrees,be given in writing and, where not in writing, such instructions shall be confirmed inwriting as soon as reasonably practicable after the giving of such instructions.  (h) Subject to applicable law, the Rights Agent and any shareholder or director,officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rightsor other securities of the Corporation or become pecuniarily interested in anytransaction in which the Corporation may be interested, or contract with or lend moneyto the Corporation or otherwise act as fully and freely as though it were not theRights Agent under this Agreement. Nothing herein shall preclude the Rights Agent fromacting in any other capacity for the Corporation or for any other legal entity.**4.4** **Change of Rights Agent**The Rights Agent may resign and be discharged from its duties under this Agreement by giving 60days’ prior written notice (or such lesser notice as is acceptable to the Corporation) to theCorporation, to each transfer agent of Common Shares and to the holders of the Rights, all inaccordance with Section 5.9 and at the expense of the Corporation. The Corporation may remove theRights Agent by giving 30 days’ prior written notice to the Rights Agent, to each transfer agent ofthe Common Shares and to the holders of the Rights in accordance with Section 5.9. If the RightsAgent should resign or be removed or otherwise become incapable of acting, the Corporation willappoint a successor to the Rights Agent. If the Corporation fails to make such appointment withina period of 30 days after such removal or after it has been notified in writing of such resignationor incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (whichholder shall, with such notice, submit such holder’s Rights Certificate for inspection of theCorporation), then the holder of any Rights may apply to any court of competent jurisdiction forthe appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by theCorporation or by such a court, must be a corporation incorporated under the laws of Canada or aprovince thereof and authorized to carry on the business of a trust company in the Province ofBritish Columbia. After appointment, the successor Rights Agent will be vested with the samepowers, rights, duties and responsibilities as if it had been originally named as Rights Agentwithout further act or deed; but the predecessor Rights Agent shall deliver and transfer to thesuccessor Rights Agent any property at the time held by it
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hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for thepurpose. Not later than the effective date of any such appointment, the Corporation will filenotice thereof in writing with the predecessor Rights Agent and each transfer agent of the CommonShares and mail a notice thereof in writing to the holders of the Rights in accordance with Section5.9. Failure to give any notice provided for in this Section 4.4, however, or any defect therein,shall not affect the legality or validity of the resignation or removal of the Rights Agent or theappointment of the successor Rights Agent, as the case may be.**ARTICLE 5 MISCELLANEOUS****5.1** **Redemption, Waiver and Termination** (a) The Board of Directors acting in good faith may, after having obtained theapproval of the holders of Voting Shares or Rights as set forth in Section 5.4, at anytime prior to the later of the Stock Acquisition Date and the Separation Time, electto redeem all but not less than all of the then outstanding Rights at a redemptionprice of $0.0001 per Right appropriately adjusted in a manner analogous to theapplicable adjustments provided for in Section 2.3 in the event that an event of thetype analogous to any of the events described in Section 2.3 shall have occurred (suchredemption price being herein referred to as the “Redemption Price”).  (b) The Board of Directors shall waive the application of Section 3.1 in respectof the occurrence of any Flip-in Event if the Board of Directors has determined,following the Stock Acquisition Date and prior to the Separation Time, that a Personbecame an Acquiring Person by inadvertence and without any intention to become, orknowledge that it would become, an Acquiring Person under this Agreement and, in theevent that such a waiver is granted by the Board of Directors, such Stock AcquisitionDate shall be deemed not to have occurred. Any such waiver pursuant to this Subsection5.1(b) may only be given on the condition that such Person, within 10 days after theforegoing determination by the Board of Directors or such later date as the Board ofDirectors may determine (the “Disposition Date”), has reduced its Beneficial Ownershipof Voting Shares such that the Person is no longer an Acquiring Person. If the Personremains an Acquiring Person at the Close of Business on the Disposition Date, theDisposition Date shall be deemed to be the date of occurrence of a further StockAcquisition Date and Section 3.1 shall apply thereto.  (c) In the event that a Person acquires Voting Shares pursuant to a Permitted Bidor an Exempt Acquisition referred to in Subsection 5.1(d), then the Board of Directorsof the Corporation shall, immediately upon the consummation of such acquisition andwithout further formality, be deemed to have elected to redeem the Rights at theRedemption Price.  (d) The Board of Directors acting in good faith may, prior to the occurrence ofthe relevant Flip-in Event, upon prior written notice delivered to the Rights Agent,determine to waive the application of Section 3.1 to a Flip-in Event that may occur byreason of a Take-over Bid made by means of a Take-over Bid circular to all holders ofrecord of Voting Shares provided that if the Board of Directors waives the applicationof Section 3.1 in respect of a Take-over Bid pursuant to this Subsection 5.1(d), theBoard of Directors shall also be deemed to have waived the application of Section 3.1in respect of any other Take-over Bid made by means of a circular to all holders ofrecord of Voting Shares prior to the expiry of any Take-over Bid in respect of which awaiver is, or is deemed to have been, granted under this Subsection 5.1(d).  (e) The Board of Directors may, prior to the Close of Business on the eighthBusiness Day following a Stock Acquisition Date or such later Business Day as they mayfrom time to time determine, upon prior written notice delivered to the Rights Agent,
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   waive the application of Section 3.1 to the related Flip-in Event, provided thatthe Acquiring Person has reduced its Beneficial Ownership of Voting Shares (or hasentered into a contractual arrangement with the Corporation, acceptable to theBoard of Directors, to do so within 10 days of the date on which such contractualarrangement is entered into or such later date as the Board of Directors maydetermine) such that at the time the waiver becomes effective pursuant to thisSubsection 5.1(e) such Person is no longer an Acquiring Person. In the event ofsuch a waiver becoming effective prior to the Separation Time, for the purposes ofthis Agreement, such Flip-in Event shall be deemed not to have occurred.  (f) Where a Take-over Bid that is not a Permitted Bid Acquisition is withdrawn orotherwise terminated after the Separation Time has occurred and prior to theoccurrence of a Flip-in Event, or if the Board of Directors grants a waiver underSubsection 5.1(e) after the Separation Time, the Board of Directors may elect toredeem all the outstanding Rights at the Redemption Price. Upon the Rights beingredeemed pursuant to this Subsection 5.1(f), all the provisions of this Agreementshall continue to apply as if the Separation Time had not occurred and RightsCertificates representing the number of Rights held by each holder of record of CommonShares at the Separation Time had not been mailed to each such holder, for allpurposes of this Agreement the Separation Time shall be deemed not to have occurredand the Corporation shall be deemed to have issued replacement Rights to the holdersof its then outstanding Common Shares.  (g) If the Board of Directors is deemed under Subsection 5.1(c) to have elected orelects under Subsection 5.1(a) to redeem the Rights, the right to exercise the Rightswill thereupon, without further action and without notice, terminate and the onlyright thereafter of the holders of Rights shall be to receive the Redemption Price.  (h) Within 10 days after the Board of Directors is deemed under Subsection 5.1(c)to have elected or elects under Subsection 5.1(a) or (f) to redeem the Rights, theCorporation shall give notice of redemption to the holders of the then outstandingRights by mailing such notice to each such holder at his last address as it appearsupon the registry books of the Rights Agent or, prior to the Separation Time, on theregistry books of the transfer agent for the Voting Shares. Any notice which ismailed in the manner herein provided shall be deemed given, whether or not the holderreceives the notice. Each such notice of redemption will state the method by whichthe payment of the Redemption Price will be made.**5.2** **Expiration**No person will have any rights pursuant to this Agreement or in respect of any Right after theExpiration Time, except in respect of any right to receive cash, securities or other property whichhas accrued at the Expiration Time and except as specified in Subsections 4.1(a) and 4.1(b) hereof.**5.3** **Issuance of New Rights Certificates**Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, theCorporation may, at its option, issue new Rights Certificates evidencing Rights in such form as maybe approved by its Board of Directors to reflect any adjustment or change in the number or kind orclass of shares purchasable upon exercise of Rights made in accordance with the provisions of thisAgreement.**5.4** **Supplements and Amendments** (a) Subject to Subsections 5.4(b) and (c) and this Subsection 5.4(a), theCorporation may from time to time amend, vary or delete any of the provisions of thisAgreement and
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   the Rights provided that no amendment, variation or deletion made on or after thedate of the meeting of Shareholders at which the resolution referred to in Section5.21 is to be considered shall be made without the prior consent of the holders ofthe Rights, given as provided in Subsection 5.4(b) below, except that amendments,variations or deletions made for any of the following purposes shall not requiresuch prior approval but shall be subject to subsequent ratification in accordancewith Subsection 5.4(b): (i) in order to make such changes as are necessary in order tomaintain the validity of this Agreement and the Rights as a result of anychange in any applicable legislation, regulations or rules;  (ii) in order to make such changes as are necessary in order tocure any clerical or typographical error. (b) Any amendment, variation or deletion made by the Board of Directors pursuantto Subsection 5.4(a) shall: (i) if made prior to the Separation Time, be submitted to theshareholders of the Corporation at the next meeting of shareholders and theshareholders may, by resolution passed by a majority of the votes cast byIndependent Shareholders who vote in respect of such amendment, variation ordeletion, confirm or reject such amendment or supplement; or  (ii) if made after the Separation Time, be submitted to the holdersof Rights at a meeting to be held on a date not later than the date of thenext meeting of shareholders of the Corporation and the holders of Rights may,by resolution passed by a majority of the votes cast by the holders of Rightswhich have not become void pursuant to Subsection 3.1(b) who vote in respectof such amendment, variation or deletion, confirm or reject such amendment orsupplement.   Any amendment, variation or deletion pursuant to Subsection 5.4(a) shall beeffective only when so consented to by the holders of Voting Shares or Rights, asapplicable (except in the case of an amendment, variation or deletion referred to inany of Clauses 5.4(a)(i) or (ii), which shall be effective from the date of theresolution of the Board of Directors adopting such amendment, variation or deletionand shall continue in effect until it ceases to be effective (as in this paragraphdescribed) and, where such amendment, variation or deletion is confirmed, it shallcontinue in effect in the form so confirmed). If an amendment, variation ordeletion pursuant to Clause 5.4(a)(i) or (ii) is rejected by the shareholders or theholders of Rights or is not submitted to the shareholders or holders of Rights asrequired, then such amendment, variation or deletion shall cease to be effectivefrom and after the termination of the meeting at which it was rejected or to whichit should have been but was not submitted or from and after the date of the meetingof holders of Rights that should have been but was not held, and no subsequentresolution of the Board of Directors to amend, vary or delete any provision of thisAgreement to substantially the same effect shall be effective until confirmed by theshareholders or holders of Rights, as the case may be.  (c) For greater certainty, (i) no amendment, variation or deletion to theprovisions of Article 4 shall be made except with the concurrence of the Rights Agentthereto, and (ii) neither the exercise by the Board of Directors of any power ordiscretion conferred on it hereunder nor the making by the Board of Directors of anydetermination or the granting of any waiver it is permitted to make or give hereundershall constitute an amendment, variation or deletion of the provisions of thisAgreement or the Rights, for purposes of this Section 5.4 or otherwise.
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 (d) The approval, confirmation or consent of the holders of Rights with respect toany matter arising hereunder shall be deemed to have been given if the actionrequiring such approval, confirmation or consent is authorized by the affirmativevotes of the holders of Rights present or represented at and entitled to be voted at ameeting of the holders of Rights and representing a majority of the votes cast inrespect thereof. For the purposes hereof, each outstanding Right (other than Rightswhich are void pursuant to the provisions hereof or which, prior to the SeparationTime, are held otherwise than by Independent Shareholders) shall be entitled to onevote, and the procedures for the calling, holding and conduct of the meeting shall bethose, as nearly as may be, which are provided in the Corporation’s by-laws and theBCBCA with respect to meetings of shareholders of the Corporation.**5.5** **Fractional Rights and Fractional Shares** (a) The Corporation will not be required to issue fractions of Rights or todistribute Rights Certificates which evidence fractional Rights. After the SeparationTime there shall be paid, in lieu of such fractional Rights, to the registered holdersof the Rights Certificates with regard to which fractional Rights would otherwise beissuable, an amount in cash equal to the same fraction of the Market Price of a wholeRight.  (b) The Corporation shall not be required to issue fractional Common Shares uponexercise of the Rights or to distribute certificates that evidence fractional CommonShares. In lieu of issuing fractional Common Shares, the Corporation shall pay to theregistered holder of Rights Certificates at the time such Rights are exercised asherein provided, an amount in cash equal to the same fraction of the Market Price ofone Common Share at the date of such exercise.**5.6** **Rights of Action**Subject to the terms of this Agreement, rights of action in respect of this Agreement, other thanrights of action vested solely in the Rights Agent, are vested in the respective holders of theRights; and any holder of any Rights, without the consent of the Rights Agent or of the holder ofany other Rights may, on such holder’s own behalf and for such holder’s own benefit and the benefitof other holders of Rights, enforce, and may institute and maintain any suit, action or proceedingagainst the Corporation to enforce, or otherwise act in respect of, such holder’s right to exercisesuch holder’s Rights in the manner provided in this Agreement and in such holder’s RightsCertificate. Without limiting the foregoing or any remedies available to the holders of Rights, itis specifically acknowledged that the holders of Rights would not have an adequate remedy at lawfor any breach of this Agreement and will be entitled to specific performance of the obligationsunder, and injunctive relief against actual or threatened violations of, the obligations of anyPerson subject to this Agreement.**5.7** **Holder of Rights Not Deemed a Shareholder**No holder, as such, of any Rights shall be entitled to vote, receive dividends or be deemed for anypurpose the holder of Common Shares or any other securities which may at any time be issuable onthe exercise of Rights, nor shall anything contained herein or in any Rights Certificate beconstrued to confer upon the holder of any Rights, as such, any of the rights of a shareholder ofthe Corporation or any right to vote for the election of directors or upon any matter submitted toshareholders at any meeting thereof, or to give or withhold consent to any corporate action, or toreceive notice of meetings or other actions affecting shareholders (except as provided in Section5.8 hereof) or to receive dividends or subscription rights or otherwise, until such Rights shallhave been exercised in accordance with the provisions hereof.
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**5.8** **Notice of Proposed Actions**In case the Corporation proposes after the Separation Time and prior to the Expiration Time toeffect the liquidation, dissolution or winding up of the Corporation or the sale of all orsubstantially all of the Corporation’s assets, then, in each such case, the Corporation shall giveto each holder of a Right, in accordance with Section 5.9 hereof, a notice of such proposed action,which shall specify the date on which such liquidation, dissolution, or winding up is to takeplace, and such notice shall be so given at least 20 Business Days prior to the date of the takingof such proposed action by the Corporation.**5.9** **Notices**Notices or demands authorized or required by this Agreement to be given or made to or by the RightsAgent, the holder of any Rights or the Corporation will be sufficiently given or made and shall bedeemed to be received if delivered or sent by first-class mail, postage prepaid, or by fax machineor other means of printed telecommunication, charges prepaid and confirmed in writing by mail ordelivery, addressed (until another address is filed in writing with the Rights Agent or theCorporation, as applicable), as follows: (a) if to the Corporation: